FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended June 1, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _________
Commission File No. 0-5815
AMERICAN CONSUMERS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1033765
- -------------------------------------- ----------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or Number)
organization)
55 Hannah Way, Rossville, GA 30741
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (706) 861-3347
---------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value
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(Title of Class)
Exhibit Index Begins on Page 10
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
As of August 15, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $212,193. (Calculated for
these purposes by multiplying the total number of outstanding shares held by
non-affiliates by available bid price information.)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
822,607 shares of Common Stock, $0.10 par value, as of August 15, 2002.
List hereunder the following documents, if incorporated by reference and the
Part of the Form 10-K into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933. The listed documents should be clearly described for identification
purposes:
(1) specified portions of the Registrant's Annual Report to Shareholders for
the fiscal year ended June 1, 2002, incorporated by reference into Part II of
this report on Form 10-K.
(2) specified portions of the Registrant's Definitive Proxy Statement filed
with the Securities and Exchange Commission for the Registrant's Annual Meeting
of Shareholders to be held September 26, 2002, incorporated by reference into
Part III of this report on Form 10-K.
ii
PART I
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ITEM 1. BUSINESS
Incorporated in Georgia in 1968, American Consumers, Inc. (the "COMPANY"),
operates seven (7) supermarkets within a compact geographical area that
comprises Northwest Georgia, Northeast Alabama, and Southeast Tennessee.
All of the Company's supermarkets are operated under the name "Shop-Rite."
All of the Company's supermarkets are self-service and are engaged in the retail
selling of groceries including meats, fresh produce, dairy products, frozen
foods, bakery products, tobacco products, and miscellaneous other non-food
items. The Company's supermarkets feature national brand merchandise with only
a minor part of sales from controlled-label, private-label or generic
merchandise. "Controlled-label" or "private-label" merchandise is merchandise
purchased from national or local suppliers under a trade name chosen by the
wholesaler supplying the merchandise. The Company's supermarkets offer milk and
certain dairy products, as well as frozen vegetables and jellies, under the
controlled-labels "Foodland," "Ultimate Choice," "Freshland," "Price Saver" and
"Select." Bread and related bakery items are also offered as controlled-label
groceries.
During the fiscal year ended June 1, 2002, the Company's major supplier of
staple groceries was Mitchell Grocery Corporation ("MITCHELL"), with its
principal corporate offices in Albertville, Alabama. For the fiscal year ended
June 1, 2002, approximately 82% of the Company's total inventory purchases of
$22,476,894 were made from Mitchell.
Various local suppliers within the geographical area served by the
Company's supermarkets provide the Company with certain perishable items,
including produce, and account for approximately 18% of the Company's total
inventory purchases. The Company believes that there are other adequate and
convenient sources of groceries, including several area and local suppliers,
which could meet its needs. Accordingly, while the Company has elected to
purchase the majority of its inventory from Mitchell for reasons of cost, the
Company is not dependent upon any particular supplier for its requirements of
groceries.
The supermarket industry is highly competitive and the principal method of
competition historically has been the pricing of groceries. The Company's
current major competitors now include various local and four regional chains.
The nature of such price competition includes the sale of selected items at
below cost prices as "loss-leaders" or "advertised specials," the practice of
"double couponing" or matching coupon discounts with additional cash discounts,
loyalty card programs, as well as the sale of certain main line items at prices
below the Company's wholesale
1
cost. The Company believes that its major competitors have been and are able to
obtain preferential treatment from suppliers in the form of advertising
allowances, lower prices and other concessions not available to the Company,
which puts the Company at a competitive disadvantage.
Management believes that, in recent periods, entry into the Company's trade
area by Winn Dixie, Save-A-Lot and United Grocery Outlets, and further expansion
in the area by Food Lion and Wal-Mart in addition to the presence of Ingle's and
Bi-Lo, have created a situation of ongoing price competition and increasingly
expensive advertising and promotional activities which place an operation the
size of the Company at a significant competitive disadvantage. These
developments have resulted in increased pressure on the Company's market share,
sales and profits during fiscal 2002, the effects of which continue to threaten
the profitability of the Company. The Company began an effort in the third
quarter of fiscal year 1998 to increase gross margin by increasing retail prices
on certain items, to the extent permitted by competition. The success of this
effort and a switch of our major inventory supplier in the last quarter of
fiscal 2000 resulted in an increase in gross margin from 2000 to 2001. However,
gross margin decreased for fiscal year 2002 due in part to the periodic use of
more aggressive pricing strategies in an effort to compete with larger discount
grocery chains and expand sales at all locations.
Management believes that competitive pressures on the Company will continue
to increase over time as a result of larger competitors, which are in a better
position than the Company to withstand prolonged price competition, opening more
new stores in the Company's trade area.
A continuous effort is made to improve the gross margin and increase
profitability by obtaining the lowest cost for the Company's inventory.
Backlog is not a significant factor in the Company's business.
The Company employs approximately 91 full-time employees and approximately
154 part-time and seasonal employees.
The Company believes it is in compliance with all federal, state and local
laws relating to environmental protection. No capital expenditures for
equipment relating to environmental protection are presently anticipated.
The Company is engaged in a single line of business; namely, the retail,
self-service grocery business which is not divisible into separate segments.
The following table sets forth information for the last three (3) fiscal years
as to the total sales and revenue of the Company contributed by each class of
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products which contributed a significant percentage of the total retail sales
and revenues of the Company in the last three (3) fiscal years. Fiscal 2002 and
2001 consisted of 52 weeks, while fiscal 2000 consisted of 53 weeks.
2002 2001 2000
----------- ----------- -----------
Meat $ 7,813,427 $ 6,620,866 $ 6,235,625
Produce 2,145,545 1,858,916 1,823,746
Grocery & Non-
Food Items 18,941,456 17,154,770 17,559,192
ITEM 2. PROPERTIES
The executive offices of the Company are located in a 4,000 square-foot
office building on Hannah Way, just off Battlefield Parkway in Rossville,
Georgia, which the Company holds under a lease for a term of five years,
expiring in September, 2006.
The Company's supermarkets are located in Ringgold, LaFayette, Chatsworth,
and Chickamauga, Georgia; Stevenson, Alabama; and Dayton and Jasper, Tennessee.
All of the seven locations are leased from unaffiliated landlords. Summary
information concerning these leases is presented below:
Square Current Lease Renewal
Location Footage Term Options
- --------------- ------- ------------------- -------------
Ringgold, GA 14,400 12/01/97 - 11/30/02 1-5 yr. terms
LaFayette, GA 20,500 01/01/02 - 01/31/07 2-5 yr. terms
Chatsworth, GA 24,360 04/29/88 - 04/28/03 3-5 yr. terms
Chickamauga, GA 13,840 01/01/96 - 12/31/04 2-5 yr. terms
Stevenson, AL 23,860 06/01/94 - 05/31/04 2-5 yr. terms
Dayton, TN 23,004 08/01/92 - 07/31/02 2-5 yr. terms
Jasper, TN 25,000 04/28/01 - 04/30/06 3-5 yr. terms
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144,964
=======
The supermarkets in Ringgold, LaFayette, and Chatsworth, Georgia;
Stevenson, Alabama; and Dayton, Tennessee, are located in strip shopping
centers. The stores in Chickamauga, Georgia and Jasper, Tennessee are
free-standing.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a
party, or to which any of its property is subject, nor have any material legal
proceedings been terminated during the fourth quarter of the Company's fiscal
year.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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EXECUTIVE OFFICERS OF THE COMPANY
The Company's Board of Directors appoints the Company's Executive Officers
for a term of one year. The names, ages, offices held with the Company,
business experience during the past five years, and certain directorships held
by each of the Company's Executive Officers are set forth in the following
table:
Name and Year Office(s) Presently
First Elected as Held, Business Experience
Executive Officer and Certain Directorships Age
- --------------------- ------------------------------- ---
Michael A. Richardson Chairman of the Board of 56
1977 Directors, President, Chief
Executive Officer, member of
the Executive Committee of
the Board of Directors.
Virgil Bishop Vice-President, Director, 63
1974 member of the Executive
Committee of the Board
of Directors.
Paul R. Cook Executive Vice-President, 52
1987 Treasurer, Chief Financial
Officer, Director, member of
the Executive Committee of
the Board of Directors.
Director of Capital Bank,
Fort Oglethorpe, Georgia
since May 1993.
James E. Floyd Vice-President, member of 58
1991 the Executive Committee
(ex-officio). From 1966 to
1991, Mr. Floyd was
Grocery Supervisor for
the Company.
Reba S. Southern Secretary, member of the 49
1991 Executive Committee (ex-
officio). From 1972 to 1991,
Mrs. Southern was Administra-
tive Assistant for the Company.
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PART II
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ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated herein by reference to
page 4 of the Company's Annual Report to security holders for the fiscal year
ended June 1, 2002.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by reference to
page 3 of the Company's Annual Report to security holders for the fiscal year
ended June 1, 2002.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by reference to
pages 5 through 8 of the Company's Annual Report to security holders for the
fiscal year ended June 1, 2002.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not engage in speculative or derivative transactions, nor does
it hold or issue financial instruments for trading purposes. The Company is
exposed to changes in interest rates primarily as a result of its borrowing
activities. The effective interest rate on the Company's borrowings under its
Line of Credit Agreements and under its outstanding notes varies with the prime
rate. We believe that our present exposure to market risk relating to interest
rate risk is not material. The Company does not maintain any interest rate
hedging arrangements. All of the Company's business is transacted in U.S.
dollars and, accordingly, foreign exchange rate fluctuations have never had a
significant impact on the Company and they are not expected to in the
foreseeable future.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by reference to
pages 9 through 20 of the Company's Annual Report to security holders for the
fiscal year ended June 1, 2002.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information concerning the Company's Executive Officers is set forth in Part I
of this report on Form 10-K under the caption "Executive Officers of the
Company." The remaining information required by this Item is incorporated
herein by reference to the Company's definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Regulation 14A for the Company's
Annual Meeting of Shareholders to be held September 26, 2002, under the headings
"INFORMATION ABOUT NOMINEES FOR DIRECTOR" and "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the
Company's definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A for the Company's Annual Meeting of
Shareholders to be held September 26, 2002, under the headings "DIRECTORS' FEES
AND ATTENDANCE," "EXECUTIVE COMPENSATION" and "COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by reference to the
Company's definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A for the Company's Annual Meeting of
Shareholders to be held September 26, 2002, under the headings "PRINCIPAL
SHAREHOLDERS" and "INFORMATION ABOUT NOMINEES FOR DIRECTOR."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference to the
Company's definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A for the Company's Annual Meeting of
Shareholders to be held September 26, 2002, under the headings "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" AND "CERTAIN TRANSACTIONS."
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The following Financial Statements included in the Company's 2002
Annual Report to the security holders
6
for the fiscal year ended June 1, 2002, are incorporated by reference
in Item 8 hereof:
- Report of Independent Accountants
- Balance Sheets - June 1, 2002 and June 2, 2001
- Statements of Income and Retained Earnings - Fiscal Years Ended
June 1, 2002; June 2, 2001 and June 3, 2000
- Statements of Cash Flows - Fiscal Years Ended June 1, 2002; June
2, 2001 and June 3, 2000
- Notes to Financial Statements
2. None of the schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
required under the related instructions, or else are inapplicable to
the Company, and therefore no such schedules have been filed.
3. The following exhibits are either incorporated by reference or
attached to and made a part of this report:
Exhibit 3 Articles of Incorporation and By-Laws.
Exhibit 10.1 Lease for the Company's Ringgold, Georgia location.
Exhibit 10.2 Lease Agreement for the Company's LaFayette, Georgia
location.
Exhibit 10.3 Lease Agreement for the Company's Chatsworth, Georgia
location.
Exhibit 10.4 Lease Agreement for the Company's Chickamauga,
Georgia location.
Exhibit 10.5 Renewal Lease Agreement for the Company's Stevenson,
Alabama location.
Exhibit 10.6 Lease Agreement for the Company's Dayton, Tennessee
location.
Exhibit 10.7 Lease Agreement for the Company's Executive Offices.
Exhibit 10.8 Lease Agreement for the Company's Jasper, Tennessee
location.
7
Exhibit 10.9 Commercial Variable Rate Promissory Note between the
Company and Northwest Georgia Bank, dated April 30,
2001.
Exhibit 10.10 Commercial Security Agreement between the Company
and Northwest Georgia Bank, dated June 1, 2001.
Exhibit 10.11 Assignment of Deposit Account between the Company
and Northwest Georgia Bank, dated June 1, 2001.
Exhibit 10.12 Commercial Variable Rate Promissory Note between the
Company and Northwest Georgia Bank, dated September
11, 2001.
Exhibit 10.13 Commercial Security Agreement between the Company
and Northwest Georgia Bank, dated September 11, 2001.
Exhibit 10.14 Commercial Variable Rate Revolving or Draw Note
between the Company and Northwest Georgia Bank,
dated June 1, 2002.
Exhibit 13 Annual Report to Shareholders for the Fiscal Year
ended June 1, 2002.
Exhibit 23 Consent of Hazlett, Lewis & Bieter, PLLC.
(b) The Company has not filed any report on Form 8-K during the last quarter of
the period covered by this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN CONSUMERS, INC.
Date: August 19, 2002 By: s/ Michael A. Richardson
---------------------------
Michael A. Richardson
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
s/Michael A. Richardson Chairman of the Board, August 19, 2002
- ------------------------- President and Chief
Michael A. Richardson Executive Officer
s/Paul R. Cook Executive Vice- August 19, 2002
- ------------------------- President, Chief
Paul R. Cook Financial Officer,
Treasurer (Chief
Accounting Officer) and
Director
s/Virgil E. Bishop Vice-President and August 27, 2002
- ------------------------- Director
Virgil E. Bishop
s/Danny R. Skates Director August 27, 2002
- -------------------------
Danny R. Skates
s/Thomas L. Richardson Director August 19, 2002
- -------------------------
Thomas L. Richardson
s/Jerome P. Sims Director August 27, 2002
- -------------------------
Jerome P. Sims, Sr.
s/Andrew V. Douglas Director August 19, 2002
- -------------------------
Andrew V. Douglas
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EXHIBIT INDEX
Exhibit 3 Articles of Incorporation and By-Laws.
Incorporated by reference to Exhibit 3 to Form
10-K for the year ended May 29, 1993.
Exhibit 10.1 Lease for the Company's Ringgold, Georgia
location. Incorporated by reference to Exhibit
10(e) to Form 10-K for the year ended May 29,
1993.
Exhibit 10.2 Lease Agreement for the Company's LaFayette,
Georgia location. Incorporated by reference to
Exhibit 10(f) to Form 10-K for the year ended May
29, 1993.
Exhibit 10.3 Lease Agreement for the Company's Chatsworth,
Georgia location. Incorporated by reference to
Exhibit 10(g) to Form 10-K for the year ended May
29, 1993.
Exhibit 10.4 Lease Agreement for the Company's Chickamauga,
Georgia location. Incorporated by reference to
Exhibit 10(h) to Form 10-K for the year ended May
29, 1993.
Exhibit 10.5 Renewal Lease Agreement for the Company's
Stevenson, Alabama location. Incorporated by
reference to Exhibit 10(h) to Form 10-K for the
year ended May 28, 1994.
Exhibit 10.6 Lease Agreement for the Company's Dayton,
Tennessee location. Incorporated by referenced to
Exhibit 10(j) to Form 10-K for the year ended May
29, 1993.
Exhibit 10.7 Lease Agreement for the Company's Executive
Offices. Incorporated by reference to Exhibit 10.3
to Form 10-Q for the quarterly period ended
September 1, 2001.
Exhibit 10.8 Lease Agreement for the Company's Jasper,
Tennessee location. Incorporated by reference to
Exhibit 10.19 to Form 10-K for the year ended June
2, 2001.
10
Exhibit 10.9 Commercial Variable Rate Promissory Note between
the Company and Northwest Georgia Bank, dated
April 30, 2001. Incorporated by reference to
Exhibit 10.20 to Form 10-K for the year ended June
2, 2001.
Exhibit 10.10 Commercial Security Agreement between the Company
and Northwest Georgia Bank, dated June 1, 2001.
Incorporated by reference to Exhibit 10.22 to Form
10-K for the year ended June 2, 2001.
Exhibit 10.11 Assignment of Deposit Account between the Company
and Northwest Georgia Bank, dated June 1, 2001.
Incorporated by reference to Exhibit 10.22 to Form
10-K for the year ended June 2, 2001.
Exhibit 10.12 Commercial Variable Rate Promissory Note between
the Company and Northwest Georgia Bank, dated
September 11, 2001. Incorporated by reference to
Exhibit 10.1 to Form 10-Q for the quarterly period
ended September 1, 2001.
Exhibit 10.13 Commercial Security Agreement between the Company
and Northwest Georgia Bank, dated September 11,
2001. Incorporated by reference to Exhibit 10.2 to
Form 10-Q for the quarterly period ended September
1, 2001.
Exhibit 10.14 Commercial Variable Rate Revolving or Draw Note
between the Company and Northwest Georgia Bank,
dated June 1, 2002. Filed herewith.
Exhibit 13 Annual Report to Shareholders for the Fiscal Year
ended June 1, 2002. Filed herewith.
Exhibit 23 Consent of Hazlett, Lewis & Bieter, PLLC.
Filed herewith.
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